WARRANT TO PURCHASE 166,667 SHARES OF SERIES E CONVERTIBLE PREFERRED STOCKSalient Surgical Technologies, Inc. • May 19th, 2008 • Electromedical & electrotherapeutic apparatus • New York
THIS CERTIFIES THAT, for value received, Oxford Finance Corporation (“Holder”) is entitled to subscribe for and purchase One Hundred Sixty-Six Thousand Six Hundred and Sixty-Seven (166,667) shares of fully paid and nonassessable Series E Convertible Preferred Stock of Salient Surgical Technologies, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean Company’s presently authorized Series E Convertible Preferred Stock, $0.01 par value per share, and any stock into which such Preferred Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged; provided, however, in the event all outstanding Prefer
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
This AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of April 30, 2008 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”) by and among Salient Surgical Technologies, Inc. (“Borrower”), Salient, Inc. (“Holdings”) (Borrower and Holdings are collectively the “Pledgors” and each a “Pledgor”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), in its capacity as Agent for the Lenders (together with any successors, endorsees and assigns, “Agent”).
LICENSE AGREEMENTLicense Agreement • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota
This License Agreement is made this 9th day of August, 1999 (the “Effective Date”), by and among Virtuel Medical Devices, Inc. (“Licensee”), a Delaware corporation, and Medtronic, Inc. (“Medtronic”), a Minnesota corporation.
TISSUELINK MEDICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Amended and Restated Investors’ Rights Agreement is made as of February 12, 2007, by and among TissueLink Medical, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto (each a “Purchaser” and collectively the “Purchasers”), Medtronic, Inc. (“Medtronic” and, together with the Purchasers, the “Investors”), and the other stockholders of the Company listed from time to time on Schedule B hereto (the “Management Stockholders” and, together with the Investors, the “Stockholders”) and amends and restates in its entirety the Amended and Restated Investors’ Rights Agreement dated as of January 31, 2003 (the “2003 Investors’ Rights Agreement”) entered into in connection with the issuance of shares of Series D Convertible Preferred Stock of the Company (“Series D Preferred”) to certain of the Investors, as supplemented by the Instrument of Joinder to Amended and Restated Investors’ Rights Agreement of TissueLink Medical, Inc., dated May 24, 2005, whereby Ho
REFERENCE DATA LEASELease • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New Hampshire
This LEASE (hereinafter “Lease”), is entered into by and between 200 INTERNATIONAL LIMITED PARTNERSHIP, a Delaware limited partnership, having an address of One New Hampshire Avenue, Suite 101, Portsmouth, New Hampshire 03801 hereinafter “Sublessor”), and TISSUELINK MEDICAL, INC., a Delaware corporation, having an address as set forth in the reference data to this Lease (hereinafter “Sublessee”).
AMENDED AND RESTATED GUARANTYGuaranty • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus
This AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of April 30, 2008 by and among the Guarantor identified as such on the signature page hereof (“Guarantor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), individually and as agent (in such capacity and together with any successors, endorsees and assigns, “Agent”) for itself and the lenders from time to time signatory to the Loan Agreement hereinafter defined (“Lenders”).
April 30, 2008Salient Surgical Technologies, Inc. • May 19th, 2008 • Electromedical & electrotherapeutic apparatus
As we have discussed, your employment with Salient Surgical Technologies, Inc. (the “Company”) has ended today April 30, 2008 (the “Separation Date”). The purpose of this letter is to confirm the agreement between you and the Company concerning your severance arrangements, as follows:
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
SERVICES AGREEMENTServices Agreement • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • California
This Services Agreement (the “Agreement”) is entered into as of this 29th day of April, 2008 (the “Effective Date”), by and between Salient Surgical Technologies, Inc., a Delaware corporation, having its principal place of business at One Washington Center, Suite 400, Dover, NH 03820 (fax: 603-742-1488) (“Customer”), and Aubrey Group, Inc., a California corporation, having its principal place of business at 6 Cromwell, Suite 100, Irvine, CA 92618 (fax: 949-581-0177) (“Aubrey Group”).
